Exhibit 10.2 

[FORM OF] 
KRISPY KREME DOUGHNUTS, INC.
DIRECTOR RESTRICTED STOCK UNIT AGREEMENT 

     THIS
AGREEMENT, dated as of [_____] between Krispy Kreme Doughnuts, Inc. (the “Company”), a North
Carolina corporation, and [_____], a member of the Board of Directors of the Company (the
“Director”). 

     WHEREAS,
the Company’s 2000 Stock Incentive Plan (the “Plan”) provides for the grant of
“restricted stock,” which is defined in Article 2(ee) of the Plan to include the
right to receive shares of Common Stock in the future; 

     WHEREAS,
under the definition of “restricted stock” in Article 2(ee) and the provisions
of Article 8 of the Plan, the issuance of restricted stock units, which are
rights to receive shares of stock at a specified time in the future and
following the lapse of applicable restrictions, is authorized; 

     WHEREAS,
the Director has been granted the following award of restricted stock units
under the Plan; 

     NOW,
THEREFORE, in consideration of the premises and mutual covenants contained
herein, and for other good and valuable consideration, the parties hereto agree
as follows. 

     1. Award
of Restricted Stock Units. Pursuant to the
provisions of the Plan, the terms of which are incorporated herein by reference,
the Director is hereby awarded [_____] restricted stock units (the
“Restricted Stock Units”), subject to the terms and conditions of the Plan and
those herein set forth. The effective date of the grant of Restricted Stock
Units is [_____]
(the “Date of Grant”). Each Restricted Stock Unit will entitle the Director to
receive one share of Common Stock at the time, and subject to the conditions,
set forth herein and in the Plan. Capitalized terms used herein and not defined
shall have the meanings set forth in the Plan. In the event of any conflict
between this Agreement and the Plan, the Plan shall control. 

     2. Terms
and Conditions. It is understood and agreed
that the award of Restricted Stock Units evidenced hereby is subject to the
following terms and conditions: 

          (a) Vesting of Restricted Stock Units.
Subject to the terms and conditions of this Agreement, the Restricted Stock
Units shall become vested in four quarterly installments as follows: 


	Date
     	Number
      of
Units that
      Vest
on such
      Date  
  
	
	
	[        ]	[        ]
	[        ]	[        ]
	[        ]	[        ]
	[        ]	[        ]







-2- 

Notwithstanding the foregoing, the
Restricted Stock Units shall become immediately vested in full (i) in the event
of a Change in Control (as defined below), or (ii) in the event that the
Director ceases to serve as a Director of the Company due to the Director’s
death or Disability. Unless otherwise provided by the Committee, all amounts
receivable in connection with any adjustments to the Common Stock under Section
4.4 of the Plan shall be subject to the vesting schedule in this Section 2(a).
For purposes hereof, Change in Control shall have the meaning set forth in the
Plan, except in the case of a transaction described in clauses (1) or (3) of
paragraph (b) of such definition, the consummation of such a transaction, rather
than the approval by shareholders of the Company of such transaction or
agreement to effect such a transaction, shall constitute a Change in Control.


          (b) Termination of Service. In the event
that the Director ceases to serve as a Director for any reason not described or
provided for in Section 2(a) above, that portion of the Restricted Stock Units
that have not yet vested shall be forfeited. 

          (c) Distribution of Common Stock. The
Company shall distribute to the Director (or his or her heirs in the event of
the Director’s death) at the time of vesting of the Restricted Stock Units, a
number of shares of Common Stock equal to the number of Restricted Stock Units
then held by the Director that became vested at such time; provided,
however, that, if the Director has made
an irrevocable deferral election prior to the last day of the calendar year
prior to the Date of Grant, distribution of the shares of Common Stock subject
to the Restricted Stock Units shall be deferred until the time the Director
ceases to be a Director of the Company for any reason. 

          (d) Rights and Restrictions. The
Restricted Stock Units shall not be transferable, other than pursuant to will or
the laws of descent and distribution. Prior to vesting of the Restricted Stock
Units and delivery of the shares of Common Stock to the Director, the Director
shall not have any rights or privileges of a shareholder as to the shares of
Common Stock subject to the Restricted Stock Units. Specifically, the Director
shall not have the right to receive dividends or the right to vote such shares
of Common Stock prior to vesting of the Restricted Stock Units and delivery of
the shares of Common Stock. 

     3. Transfer of Common Stock. The Common
Stock to be delivered hereunder, or any interest therein, may be sold, assigned,
pledged, hypothecated, encumbered, or transferred or disposed of in any other
manner, in whole or in part, only in compliance with the terms, conditions and
restrictions as set forth in the governing instruments of the Company,
applicable federal and state securities laws or any other applicable laws or
regulations and the terms and conditions hereof. 

     4. References. References herein to
rights and obligations of the Director shall apply, where appropriate, to the
Director’s legal representative or estate without regard to whether specific
reference to such legal representative or estate is contained in a particular
provision of this Agreement. 





-3- 

     5. Notices. Any notice required or
permitted to be given under this Agreement shall be in writing and shall be
deemed to have been given when delivered personally or by courier, or sent by
certified or registered mail, postage prepaid, return receipt requested, duly





addressed to the party concerned at the
address indicated below or to such changed address as such party may
subsequently by similar process give notice of: 

	     	If to
      the Company:  
		  
	 	Krispy
      Kreme Doughnuts, Inc.  
	 	Attn.:
      General Counsel  
		370
      Knollwood Street, Suite 500  
		Winston-Salem, North Carolina 27103  
		  
		If to
      the Director:  
		  
		 	 
		   	 
		   	 
		 
		(Or at the
      Director’s most recent address shown on the Company’s corporate records,
      or at any other address at which the Director may specify in a notice
      delivered to the Company in the manner set forth
  herein.)



     6. Further Assurances. The Director
agrees to perform all acts and execute and deliver any documents that may be
reasonably necessary to carry out the provisions of this Agreement, including
but not limited to all acts and documents related to compliance with federal
and/or state securities laws. 

     7. Entire Agreement. This Agreement,
together with the Plan, sets forth the entire agreement between the parties with
reference to the subject matter hereof, and there are no agreements,
understandings, warranties, or representations, written, express, or implied,
between them with respect to the Restricted Stock Units other than as set forth
herein or therein, all prior agreements, promises, representations and
understandings relative thereto being herein merged. 




     8.
Section 409A. It is intended that this Agreement will comply with Section 409A of the Internal Revenue Code of
1986, as amended (the “Code”) and any regulations and guidelines issued
thereunder, and the Agreement shall be interpreted on a basis consistent with
such intent. This Agreement may be amended in any respect deemed necessary by
the Compensation Committee of the Board of Directors of the Company in order to
preserve compliance with Section 409A of the Code. 

     9. Counterparts. For convenience, this
Agreement may be executed in any number of identical counterparts, each of which
shall be deemed a complete original in itself and may be introduced in evidence
or used for any other purposes without the production of any other counterparts.


     10.
Equity Retention Policy and Stock Ownership
Guidelines. As a condition to receiving this
award, the Director agrees to abide by the Company’s Equity Retention Policy and
Stock Ownership Guidelines, each as in effect from time to time. 




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     IN
WITNESS WHEREOF, the undersigned have executed this Agreement as of the date
first above written. 


		KRISPY
      KREME DOUGHNUTS, INC.  
		 
		
		  
		By: 	   
		Title: 	   
		 
		 
		DIRECTOR  
		 
		 
		    
		Signature:	 
		Printed
      Name: